BofA not holding annual meeting in uptown (and other things we learned this week)

A man uses an ATM at a Bank of America branch on April 16, 2014 in New York City. The lender released its annual report and proxy filing on Thursday.
Spencer Platt
Getty Images

A man uses an ATM at a Bank of America branch on April 16, 2014 in New York City. The lender released its annual report and proxy filing on Thursday.
Spencer Platt
Getty Images

Bank of America released its annual proxy statement on Thursday, disclosing new details about how much it paid its top executives last year and what items will be voted on at its annual spring meeting for shareholders. The Observer reported on those facts Thursday.

But proxy statements in general are lengthy documents that can contain other interesting nuggets of information. Here are some additional takeaways from the proxy and the bank’s annual report, which also was released Thursday:

New venue for meeting

For the past two years, the bank’s annual meeting has been held at the Marriott City Center in uptown Charlotte. That hotel is being renovated, so this year’s meeting is being held at the Charlotte Marriott SouthPark.

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“We’re working closely with them to ensure a flawless event and our hope is they will return next year to our beautiful new hotel,” Crissy Wright, general manager of Marriott City Center, told me.

Bank of America declined to comment.

The meeting will be held May 6.

Age a factor in director decision

The age of one board member has come into play as the board seeks to have him re-elected.

That board members is Charles Gifford, who has served on the board since 2004, making him one of its longest-serving members.

The bank’s upper age limit for a new director is 72. But an existing director can be nominated for re-election by the board, even if that person is 72 or older.

Gifford, 72, is the former CEO of Bank of America predecessor FleetBoston Financial Corp.

He’s one of the bank’s two non-independent board members, because he receives office space and other perks from the company that exceed thresholds for him to fit the criteria for an independent director.

CEO Brian Moynihan is the bank’s other director not considered independent.

Moynihan on ‘responsible growth’

In this year’s annual report, Moynihan talks about “responsible growth,” a phrase he didn’t use in the bank’s previous annual report.

Here’s what he says on the topic:

“Responsible growth has several key tenets based on the premise that we know we must continue to win in the market. By meeting the core financial services needs of our customers and clients, we will ensure that our growth is customer-driven and is connecting them to the real economy in the markets where we operate.

“Responsible growth also means that we must continue to operate within the appropriate risk parameters.

“And, finally, responsible growth must come from activities that are sustainable, meaning we have built the scale and the processes to ensure operational excellence and continued innovation in how we deliver services to our customers and clients.”

Break-up proposal

Included on this year’s proxy for a shareholder vote is an item that asks the bank to examine ways to break itself up. The shareholder behind the proposal, Bartlett Naylor, wants the bank’s board to appoint a committee to develop a plan to divest all of its non-core banking businesses.

Bank of America tried to block it from being included on the proxy, but the Securities and Exchange Commission last week denied the bank’s request to do so.

Last week, when the bank learned of the SEC’s decision, it told the Observer that it has already reduced its size and simplified its business model since the financial crisis.

Bank analyst Mike Mayo, who has had a “sell” recommendation on Bank of America stock for years, this week came out in support of Naylor’s proposal. Splitting up the bank would create more transparency into the company, Mayo says in a note to clients.

“While Bank of America has simplified over the past few years, the ongoing question is whether its efforts have gone far enough,” he says in the note.

“As our proxy statement makes clear, we do not believe that creating a separate sub-committee on shareholder value is necessary. The board as a whole focuses on shareholder value and regularly analyzes these issues. We have reduced the size of the company by hundreds of billions of dollars as we have streamlined and simplified our business model.”

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